Whether you’re just starting up or already have a well-established business, the Corporate team at Yorkshire based Lupton Fawcett can advise you on the best corporate structure to achieve your desired end goals.
We deal promptly and efficiently with the incorporation of new companies and provide assistance with ongoing administrative requirements post incorporation.
We have extensive experience of acting for clients on all types of joint venture and shareholders' agreements. Our experts can draft and negotiate bespoke constitutional documents to govern the day to day management of your company’s business, but also to deal with resolution of deadlock, restrictions of the transfer of shares and good leaver/bad leaver – it’s vital that the documents are tailored to your exact requirements and therefore it pays to take the right advice. And don’t forget the tax implications – your preferred structure will inevitably have knock on effects in terms of how the stakeholders extract benefit during the period of your ownership and when you decide to sell. The expertise of our corporate tax team in that sense is invaluable.
In addition to assisting with the incorporation of your company and its constitutional documents we can provide ongoing corporate governance policy advice to ensure that you are aware of the compliance issues which impact on your business. Directors' duties are equally important and we are able to provide guidance on these generally or in circumstances where a particular issue or conflict arises.
Read more about the areas of corporate structures, incorporations and governance that we can help you with:
- Corporate Governance Advice
- Corporate Joint Ventures / Shareholders' Agreements
- Incorporation of Limited Companies
It is vital for all companies, irrespective of size, to understand the importance of good corporate governance.
The corporate finance team at Yorkshire based Lupton Fawcett can provide legal advice tailored to the issues which most frequently impact on your business to ensure that it is complying with the requirements relevant to it.
The Companies Act 2006 restated the law relating to directors’ duties – previously it was a matter of common law, but now the law is set out in statute. Therefore it is even more important that directors are aware of their personal duties and obligations owed to a company and its stakeholders. In broad terms, a director must act in a way that he or she considers would be most likely to promote the success of the company for the benefit of the members as a whole. Directors' duties are owed to the company of which they are a director and it is therefore principally the company's right to take action to enforce those duties.
Directors must also understand and procure observance by the company of the provisions of a company’s articles of association.
Corporate governance is an ever changing landscape. Lupton Fawcett has the expertise to guide you through and make sure that you keep up to speed.
Within the Corporate Finance Division of Yorkshire based Lupton Fawcett, we have extensive experience of acting for clients on all types of joint venture and shareholders agreements.
Whether you are a majority shareholder who controls the board of the company, or perhaps a minority shareholder who is simply an employee, it is important to consider whether or not an agreement to regulate the conduct of the company's affairs as between the various shareholders is appropriate. In the absence of a bespoke contract between the various shareholders, the company's affairs will be conducted in accordance with the Companies Act 2006 and the company's articles of association, which may not actually provide a framework which is consistent with the commercial agreement that has been agreed between the individuals.
For information on corporate joint ventures and shareholder’s agreements, get in touch with our team of lawyers by calling 0333 323 5292 or by sending us an email. You can also fill in our online form and we will get in touch with you.
Who is responsible for day-to-day management of the business? The Companies Act 2006 dictates that a majority of the board has authority to make decisions on behalf of the company. However, you should consider whether or not shareholders who are in the minority should also have the right to be consulted in relation to certain key decisions.
Restrictions on the freedom of shareholders to transfer shares is another key issue which should be considered at the outset. In the absence of bespoke provisions contained in the company's articles of association or a shareholders' agreement, a shareholder is free to transfer shares to any third party as the shareholder sees fit. However, shareholders between them may prefer shares to be offered on a pre-emptive basis amongst themselves before they are offered to outsiders. Furthermore, there may be circumstances in which a shareholder should be compelled to transfer their shares (for example should they cease to be an employee of the company). What happens on the death of a shareholder in terms of his shareholding is another issue which should be considered and provided for in a shareholders' agreement, rather than simply relying on the default positions as set out in the Companies Act 2006.
It is often the case that some of these issues have not been considered between shareholders who (understandably) are instead focusing on running the business. It makes sense to take legal advice at the outset in order that a fair and proportionate shareholders' agreement can be considered, which can provide a mechanism for the various possible eventualities which may materialise, and also provide a means of resolving disputes amongst shareholders (which do happen from time to time).
There are many benefits to incorporating your business. You may be looking to take advantage of limited liability status or require a vehicle for an acquisition or as part of a group restructuring.
Lupton Fawcett can provide guidance on the best structure to meet your end goals including advising on the benefits of creating different classes of shares for different stakeholders, preparing bespoke articles of association and drafting shareholders agreements.
We will deal promptly and efficiently with your incorporation including all post incorporation legal requirements such as the preparation of statutory books. We can also ease the burden of ongoing administrative requirements.
And don't forget tax. Changing the status of your business will inevitably involve implications for both the business itself and its stakeholders. Speak to our corporate tax team to make sure that you get it right first time.
Talk to us
With offices in Leeds, Sheffield and York, we can offer our corporate governance structure services either on a face-to-face basis, by post or email. Get in touch with our team today by calling 0333 323 5292 or sending us an email. Alternatively, fill in our online form and we will get back to you.
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